EXACT SCIENCES CORPORATION (NASDAQ:EXAS) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On June 6, 2017, Exact Sciences Corporation (the “Company,” “we,” “us” and “our”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Jefferies LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Robert W. Baird & Co. Incorporated (the “Underwriters”), as representatives of the several underwriters named therein, relating to the issuance and sale of 7,000,000 shares of the Company’s common stock, par value $0.01 per share. The net proceeds to us from this offering are expected to be approximately $238.0 million, after deducting underwriting discounts and commissions and other estimated offering expenses. The offering is expected to close on or about June 12, 2017, subject to customary closing conditions. In addition, under the terms of the Underwriting Agreement, we have granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 1,050,000 shares of our common stock.
The offering is being made to our effective registration statement on Form S-3 (Registration Statement No. 333-218535) previously filed with the Securities and Exchange Commission and a prospectus supplement thereunder. The Underwriting Agreement is filed as Exhibit 1 to this report, and the description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of K&L Gates LLP relating to the legality of the issuance and sale of the shares in the offering is attached as Exhibit 5 hereto.
On June 6 and June 7, 2017, we issued press releases with respect to the offering. These press releases are attached as Exhibit 99.1 and Exhibit 99.2 hereto, respectively.
Item 9.01. Financial Statements and Exhibits.
Exhibits
The exhibits required to be filed as a part of this Current Report on Form 8-K are listed in the Exhibit Index attached hereto and incorporated herein by reference.